Terms and conditions

“Goods” : means the articles (and any instalment or part of such articles) which You agree to buy from Us

“You” : means the person who agrees to buy Goods from Us

“Writing” :includes cable, facsimile transmission, and all similar means of communication

Background

These conditions apply to all contracts to the exclusion of all others

We will not be bound by any order until We accept it in writing

These conditions may only be varied if We accept it in writing

Orders and Specification

You are responsible for ensuring the accuracy of the terms of any order

The quantity, quality and description of and any specification for the Goods are those set out in Your order but We reserve the right to substitute alternative Goods to those specified if We consider it is reasonable to do so

We may change the specification of the Goods at anytime to comply with safety, statutory or EU requirements if it does not materially affect the quality or fitness for purpose of the Goods

An order cannot be cancelled unless We accept it in writing and You will indemnify Us against any losses incurred due to this cancellation

Payment

The price for the Goods is that quoted in Our price listand shall exclude all costs or charges in relation to carriage to the location specified in the invoiceYou will pay this amount in addition when payment is due for the Goods

We may increase the price of the Goods by giving You notice at anytime before delivery to reflect any increase in cost which is due to factors beyond Our reasonable control

The price excludes VAT

We may invoice You for the price of Goods once We have despatched them

The price for the Goods is due without deduction or set-off within 30 days following the date of the invoice

If You fail to make payment then, without prejudice to Our other rights or remedies We may:

cancel the contract or suspend any further deliveries of Goods

demand immediate payment for all other Goods invoiced even if not yet due for payment

appropriate any payment You make to such of the Goods under this or any other contracts as We may think fit irrespective of Your purported appropriation and

charge You interest (both before and after judgment) from day to day on the amount unpaid at the rate of 8% per annum above the base rate of the Bank of England from time to time until payment is made in full. We reserve the right to claim interest at the rate of statutory interest as prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998

Delivery

Delivery of Goods occurs when the Goods leave Our depot

You are responsible for making all arrangements necessary including adequate labour and facilities for the prompt and safe unloading of the Goods

If You fail to take delivery of the Goods or give Us adequate delivery instructions in sufficient time, then without prejudice to Our other rights and remedies We may:

store the Goods until actual delivery and charge You for the reasonable costs incurred and/or

resell the Goods at the best price readily obtainable and charge You for any shortfall below the price You agreed together with costs of such resale and any delivery

We will accept no liability for late deliveries and time shall not be of the essence

If Goods are to be delivered by instalments each delivery shall be deemed to be a separate contract and failure to deliver any instalment and/or any claim in respect of any instalment shall not affect the contract as to the delivery of any other instalment

Our liability for failure to deliver the Goods shall be limited to the excess of Your cost in replacing them

Ownership

The risk of damage or loss of the Goods shall pass to You when the Goods are delivered

Notwithstanding delivery and passing of risk, the Goods remain Our property until We have received in cash or cleared funds payment in full of the price for the Goods and of any other Goods We have sold or agreed to sell to You for which payment is then or may become due

Until such time as property in the Goods passes to You, You hold the Goods as Our fiduciary agent and bailee and will keep them separate from Your other Goods or those of third parties and properly stored, protected, insured and identified as Our property. You may resell or use the Goods in the ordinary course of Your business but shall account to Us for all proceeds of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from Your other money or property and that of third parties and in the case of tangible proceeds, properly stored, protected and insured

Until such time as property in the Goods passes to You (and provided the Goods are still in existence and have not been resold) We may at any time require You to deliver up the Goods to Us and if You fail to do so immediately, enter upon Your premises or those of any third party where the Goods are stored and repossess the Goods. As soon as We make such a request Your right to resell or use the Goods shall cease

You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain Our property but if You do so, all monies You owe to Us shall (without prejudice to Our other rights or remedies) forthwith become due and payable

Warranties

We will use all reasonable endeavours when giving a description that it matches the Goods

We will use all reasonable endeavours to warrant that the Goods correspond with their description

You may not reject the Goods on the basis that they fail to correspond with the description and which is so slight in the context of the nature of the Goods and their intended use that it would be unreasonable for You to reject them. No defect in part of the Goods nor failure of part to correspond with description shall entitle You to reject any other part of the Goods

You will inspect the Goods on delivery and any failure to report claims of defect in quality or condition within 7 days from the date of the delivery or within a reasonable time if the defect is not apparent from a reasonable inspection will mean that We shall have no liability for such defect or failure and You may not reject the Goods and You shall be bound to pay the price as if the Goods had been duly delivered in accordance with the contract

If a defect in quality or condition is reported then We may replace the Goods free of charge or at Our sole discretion, refund the price or part of the Goods and incur no further liability to You

Except in respect of death or personal injury caused by Our negligence, Our liability to You for any representation, contract term (express or implied) or any duty at common law for any consequential loss or damage whatsoever (and whether caused by Our negligence Our employees or agents or otherwise) in connection with the supply of the Goods or their use or resale by You shall be limited to the price of the Goods (or an appropriate proportion of the price)

Subject as expressly provided in these conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law

Where the Goods are sold to You as a person dealing as a consumer:

Your statutory rights are not affected by these conditions

Force Majeure

We shall not be liable to You nor be deemed to be in breach of these conditions by reason of any delay or any failure to perform any of Our obligations in relation to the Goods if the delay or failure is due to any cause beyond Our reasonable control which includes (without limitation) strikes, lockouts or other industrial action, trade disputes or difficulties in obtaining raw materials, labour, fuel, parts or machinery

Insolvency

This clause applies if

You make a voluntary arrangement with Your creditors, become subject to an administration order or become bankrupt or go into liquidation or

any person takes possession or a receiver is appointed of any of Your property or assets or

You cease or threaten to cease to carry on business or

We reasonably apprehend that any of the above events are about to occur in relation to You and notify You accordingly

If this clause applies then without prejudice to any other right or remedy available to Us, We may cancel the contract or suspend any further deliveries without any liability to You and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

General

Any notice required or permitted to be given under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified for this purpose

Our waiver of any breach of the contract by You shall not be considered as a waiver of any subsequent breach of the same or any other provision

If any of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected

This Agreement is personal to You but We may assign or sub-contract all or any of Our rights and duties

Any variation or cancellation of this contract shall not require the consent of any person who is not a party to it.

These conditions shall be governed by the Laws of England and You agree to submit to the jurisdiction of the English Courts